0001193125-09-109687 Sample Contracts

AMENDMENT NO. 5 TO THE ADVISORY AGREEMENT
Advisory Agreement • May 13th, 2009 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts

This amendment no. 5 to the Advisory Agreement dated as of November 8, 2008 (the “Advisory Agreement”) between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of May 8, 2009 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement and Amendment no. 1 to the Advisory Agreement dated January 7, 2009.

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AMENDMENT NO. 4 TO THE ADVISORY AGREEMENT
Advisory Agreement • May 13th, 2009 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts

This amendment no. 4 to the Advisory Agreement dated as of November 8, 2008 (the “Advisory Agreement”) between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of April 24, 2009 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement and Amendment no. 1 to the Advisory Agreement dated January 7, 2009.

FIRST AMENDMENT TO OPERATING AGREEMENT OF NEW LEAF – KBS JV, LLC
Operating Agreement • May 13th, 2009 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware

THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF NEW – LEAF KBS JV, LLC, a Delaware limited liability company (this “Amendment”) is dated and effective as of April 15, 2009 and entered into by and between NEW LEAF INDUSTRIAL PARTNERS FUND, L.P., a Delaware limited partnership (“Managing Member”) and KBS REIT ACQUISITION XXIII, LLC, a Delaware limited liability company (“Investor Member”).

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